While You Weren't Looking
by Macavity the Mystery Cat
Summary: Earth was supposed to be a quiet backwater, as far as anything magical was concerned. But she had come across… this… this horror.


While You Weren't Looking – A Magical Girl Lyrical Nanoha/Puella Magi Madoka Magica Short

Disclaimer: I do not own either of these fine series and have no intention of profiting from this story.

"What are you?" Nanoha Takamachi asked the small white creature, her eyes narrowed and temper barely kept in check.

A near catatonic girl lay curled up at her feet, and Nanoha knew without a doubt that this creature was responsible. She wasn't sure what sort of incident she had stumbled into. Earth was supposed to be a quiet backwater, as far as anything magical was concerned. But she had come across… this… this horror. She had seen many terrible things during her life, but what she had learned here had made her lose her near legendary cool. It was going to stop. _Now_.

"I'm an Incubator. I'm called Kyubey. What are you, by the way? I don't think I recognize your magical signature, and I remember everything. You're a bit old, anyway, for one of ours," The creature answered, staring at her with its unnatural red eyes.

She frowned at its tone. The creature sounded, if anything, only mildly curious. It wasn't worried that she was holding it by the scruff of its neck, or surprised that she had snatched it while flying as it had tried to escape. It was completely unafraid. Nanoha Takamachi was not used to her prey considering her to be harmless.

"I'm a mage from the Time/Space Administrative Bureau. I am called, among other things, Nanoha Takamachi. This needs to stop." She replied firmly.

The creature, Kyubey, studied her for a moment, before it asked its next question "What needs to stop? And can you put me down? Its kind of rude to hold me up like this, you know."

She tightened her grip, and noted that the creature didn't even wince. "Don't play games with me, Incubator," she gestured at the girl at her feet, "I heard everything about your offer, and I've been watching you. Moreover, I have spoken with Homura Akemi, one of your so called 'Puella Magi.' I know exactly what you are doing. So please, take this request quite seriously."

The Incubator was quiet for a moment, and took time its time to study her. "Homura, huh? …I really don't think I can comply with your wish, Nanoha. For one thing, as I said, you're a bit too old to be useful to us. And secondly, if Homura told you everything, then you should know we are working for a good cause. Your wish is incompatible with what we're trying to achieve here. Don't you want to help save the universe? That's what my Puella Magi help to do."

Nanoha felt her temper begin to slip. She wasn't sure how long she could keep this conversation going without doing something drastic. "If you are trying to save the world, Kyubey, you should be trying to save everyone. Not just the majority. Otherwise, you just create tragedy."

The creature laughed. It was not a pleasant sound, and Nanoha felt her grip on the creature's neck tighten almost reflexively. "Tragedy? That's a rather naïve way of looking at it, don't you think, Nanoha? To save 10, one must die. To save 100 hundred, ten must die. That's the way of the universe. If we Incubators could save the rest of the universe from destruction by killing off this entire planet, we would do so gladly. Statistically speaking, it is the most intelligent choice," the creature somehow managed to shrug, "In the great scheme of things, a few girl's lives given up for the sake of many makes sense, doesn't it?"

"You don't care about these girls at all, do you?" she asked, her resolve hardening.

"Of course, I do!" the creature protested, sounding offended, "If they don't become Witches, then we'll lose all of that energy and the miracle we granted will have gone to waste. We Incubators take pride in watching and protecting our investments!" He had the gall to smile at her.

Her temper snapped, and her hand tightened. There was a snap as the creature's neck broke, and then to her surprise, its body lost cohesion and fell apart. The mess just missed her boots, and began decaying further as she watched. After a few moments, all that was left was an unpleasant smell. She had suspected it wasn't alive as soon as she had picked it up. It was an automaton of some kind, perhaps being operated by someone close by.

"That really wasn't polite, Nanoha," said the creature's voice. She whirled around to face it, nearly tripping over the girl at her feet in the process. There it was, standing on a nearby fence, staring at her curiously.

"If that body was really alive, you would be a murderer right now, Nanoha. But that's fine. I can respect that sort of dedication to your job. It's sort of like mine," it jumped down, and began to approach her, "Now, if you would just hand over Madoka Kaname, I will get back to my job, and you can get back to yours."

Nanoha studied the creature as it approached. It showed no fear of her, nor did it seem to believe that she would refuse to hand over the girl. It had, in fact, dismissed her as a threat. She would have to change that.

Raising Heart flared into being at her mental command, lengthening into its full staff form. The creature stopped in its tracks, once more carefully studying her and her weapon. "Restrict Lock," her Device spoke.

Energy rings surround the Incubator and roughly lifted it off the ground. It whizzed towards Nanoha, and came to a stop only a few inches from her face. Once again, they were nearly face to face. Again, the thing showed only curiosity. "I think you may have misunderstood me, Kyubey. It is not my wish for you to leave this planet. It was order. If your race refuses to leave the planet, _I will remove you all. Personally_."

The creature giggled again, "And what can one woman do agains-" The Restrict Lock abruptly tightened, and several pieces of the creature plopped to the ground.

"Raising Heart," she ordered, lifting up her staff.

The gem flashed. "Yes, my Master! Wide Area Search!"

Nanoha slammed the pommel of the staff into the ground. The wind kicked up and Nanoha felt her awareness expand as the spell spread out to cover the city. The city was a large place, but she knew what she was looking for. Within minutes, she had located every vessel for the creature inside the city's limits, including three that were directly observing her.

"Wide Area Multiple Restrict Lock!" Raising Heart intoned, and Nanoha felt a momentary pressure and weakness from the energy drain as she simultaneously destroyed one hundred and thirty-one of the constructs. That would get the creatures' attention. They'd be fools to ignore a provocation like that.

She looked down at the girl lying near her feet. Both the Incubator and Homura Akemi had identified her as the missing girl, Madoka Kaname. The price for Akemi's cooperation and testimony had been a promise to protect the girl and prevent her from becoming one of these 'Puella Magi.' It had been an easy price to pay, one that she would have done even without asking. She would allow no other girls to be sacrificed. She hadn't allowed Hayate to be sacrificed all those years ago, and she wouldn't allow it now. Not on her planet.

She felt her senses tingle as there was a shift in the local time/space. Something emerged that had not previously been present, but now was irrevocably _there_ as if it had been a part of the scenery all along. She was unsurprised, then, when the creature's voice rang out again. "Are we supposed to be threatened by that show of violence, mage of the TSAB?"

Sitting at her feet, on top of the girl, was the creature. Nanoha made no sudden moves. She had no wish to see the girl harmed, and she still wasn't sure what an Incubator could do. She doubted that they were completely helpless. Besides, when she looked closely, this one's eyes were black, not red like the previous few she had seen. Perhaps, she had managed to draw the attention of a more powerful one.

"As we do not feel much emotion, I feel no loss for my brethren, Nanoha. However, that was a terrible waste of resources. Each one of my brothers was capable of recruiting Puella Magi, and staving off the end of the universe just a little longer. I'm not even sure if recruiting Madoka will make up for all of that potential energy lost," the creature said, the cheerful tone of its voice never wavering.

"I don't particularly care," Nanoha replied, gripping Raising Heart a little tighter, "If necessary, I will visit every corner of this world and do the same thing, until all of your kind has been removed. I can call in reinforcements. Wherever you are from, I will find it, and I will bring you to justice for all of the things you have done."

The creature sighed, showing the first bit of emotion that Nanoha had seen. "A pity. I had hoped we'd be able to get along. I guess our world views are completely irreconcilable," its voice turned a bit admiring; "It's too bad. I can tell you would have been a wonderful Puella Magi had we found you as a child. You'd have made an even more beautiful Witch. Come, Walpurgisnacht."

If her senses had tingled when the Incubator had manifested in the local time/space, they now were screaming at her, while trying to beat her upside the head with a bowling pin. She felt extreme nausea and disorientation, as something ripped a hole in reality, stepped through, and then began rearranging things to fit its own tastes. Nanoha had experience with dimensional distortions from her time with the TSAB, but what had just happened was beyond even her comprehension and experience. Reality was not supposed to bend that way.

Struggling not to throw up, Nanoha looked up and was even more disoriented than before. She had been standing in a small park, with Madoka Kaname lying at her feet. She was now… somewhere else, and the girl was gone. The Incubator had probably carried off the girl somehow during her moment of weakness, leaving her alone in this nightmare. Above her stretched a twisted world, city lights still shining, and below her was an off-color sky. The only thing that seemed to be preventing her from falling forever was the cloud she seemed to be standing on. The sky had become the ground, the night had become the day, and what was black was now white. It was hard to put into words how everything seemed to feel instinctually wrong, and Nanoha wasn't even sure if she wanted to try. That sort of speculation could drive one into insanity.

Whatever the Incubator had done to this place, however, Nanoha was determined to stop it. If this was a trap, she would escape it, rescue the girl, and then do her best to remove the Incubators. If they could cause this kind of dimensional dislocation, they were dangerous enough that she might be able to get the TSAB directly involved. So, keeping Raising Heart at the ready, Nanoha began climbing the sky in an effort to descend to the ground. Even in the upside down and off-color world, there had to be some sort of exit.

She jumped from cloud to cloud, slowly making her way towards the ground. She tried not question why the clouds were solid, and tried not to note that when she landed on them, they seemed to bruise and bleed. She considered trying to fly up? down? but without a reference for how her magic would work in this obscene space, she wasn't willing to bet her life. The clouds were a convenient enough path. Probably too convenient, but at this point she didn't see any way to go but forward. The only other option was to try to fall down into the endless sky, and that wasn't a particular attractive option either.

As she ascended closer towards the ground, her skin began to prickle. It was a faint feeling at first, but it got worse the closer she got to the ground. She began to pass things wedged into the clouds, which did in fact, seem to be bleeding. First it was simply things like sticks and trash, but she found a trashcan on the next cloud, and what looked to be a bumper from some car a few more up. Then she came across a body. She paused a moment to study it. It was not a pretty sight. Nanoha was a flight mage. She knew what a body looked like after falling from a huge distance. She looked up towards the ground and shivered.

She was near the ground when she began to hear the odd humming noise. It was a familiar sound, but she couldn't quite place it. It was coming from above her, but she ignored it. Something was waiting for her to reach the ground, but as long as it didn't attack, she would continue her climb. It wasn't in her way just yet. The noise was annoying, but it wasn't harmful. She could deal with being annoyed.

A few jumps later and she was less than her height distant from the ground. The noise, by this point was nearly deafening, and she was more than ready to deal with it. She finally looked up again, readying Raising Heart to take on whatever was making the noise, whether her magic was working properly or not. However, As soon as she saw Them, she flinched.

There were bodies. Well, they looked like bodies. Gaunt things, terrible things, bloated things, dead things. Things that brought back some of the worst memories she had ever seen on the job. They just hung there, staring, rotting. Faces missing, limbs wilted, bones showing. Corpses of young girls, their mouths moving up and down, making noises that could almost be confused for the hum of conversation. That was the sound she had been hearing. A grim facsimile of conversation and chatter that had slowly gotten louder and louder till she was near enough to actually hear what it was. Apologies, screams, wailing, that's what it was. Pouring out of their mouths as their unblinking eyes never left her face. It was the sound of pure agony and grief.

She wanted to cover her ears and close her eyes, but she found that she couldn't move. Her limbs wouldn't respond. She frantically looked around, or as much as she could, with her head refusing to move, trying desperately to find who or what had restrained her. No one was there, except the corpses, who hung there, watching and screaming. Then they began to descend, arms outstretched, ready to welcome her. Ready to-

She sat up with a start, heart beating wildly. She was completely disoriented for a moment as she attempted to regain her bearings in a world that seemed to have none. The ground was above her, the cloud was still holding her weight, and there were no dead bodies. There was nothing above her, no terrible hum. But that had been no illusion.

"Raising Heart? Were any anomalies just detected?" she asked.

"Yes, My Master!" replied the device, soothing her nerves, "You began to breathe very heavily, and your heartbeat spiked. Then you collapsed for a moment. Very anomalous behavior."

She opened her mouth to challenge the device, but, after a moment, decided against it. Whatever had emerged, this Walpurgisnacht creature, was more than just strong. It was devious and careful, not to mention possessing a strong flair for the dramatic. This upside down world. That vision. All of it was some sort of elaborate game that It was playing with her. It was trying to put her push her off-balance, and make her worry and question things. She shivered. It was working all too well.

She made the last few jumps towards the ground, and then paused, only an arms-length from the ground. She studied it for a few seconds, considering her options. She had clearly been lead here, but not that she was here, what was she supposed to do? Having few other choices, she reached out and touched the ground.

There was a gut-wrenching feeling as the world felt like it was turning sideways, and when it faded, she realized that she was lying on the ground and that the world had somehow righted itself. She climbed to her feet, brushed herself off, and then, senses screaming, abruptly threw herself to the side, barely avoiding being impaled by a car fender that wedged itself into the pavement. She paused warily on the ground, as she listened to the patter and crashes of things hitting the ground. She was momentarily confused, and then remembered the things she had found in the clouds. She shivered. She hoped that she could avoid any bodies falling from the sky.

"You're here. It certainly took you long enough, Nanoha. Did you enjoy your trip?" she heard Kyubey ask, its over-friendly voice coming from behind her.

She turned around, Raising Heart at the ready. The creature was sitting on top of Madoka Kaname, just like it had been when she had seen it last. Looking around, she realized she was back in exactly the same park as before. She had to stop herself from grinding her teeth. What exactly was the point of this whole farce?

"It's kind of strange. She hasn't come out to play just yet. I was kind of curious, so I stopped by. Walpurgisnacht isn't the most subtle of creatures. Well, most Witches aren't, I suppose, because most of the girls they come from don't live long enough to learn it," it continued, "She generally doesn't waste time and simply crushes her opponents. Well, if she notices them at all," it straightened a little, and Nanoha saw its gaze shift to behind her, "Look, there she is now."

Nanoha debated whether or not to take the bait and look. The creature hadn't lied to her yet, and from Akemi's testimony, it might be that they couldn't. Reluctantly, she turned her head to look, and immediately regretted it. Behind her, as Kyubey had said, was the Witch.

Or more accurately, the witch's upside-down rotating head. Its huge face was shadowed, only enough was visible that Nanoha could make out that it was smiling while it was facing her. Nanoha follow the face back to its neck, then all the way up to its huge body. It was an ugly bloated thing with ghostly white skin mounted on some sort of upside-down spinning platform. With a shiver, she realized it looked disturbingly like the corpses she had seen earlier.

For a moment, she didn't move. She had fought large opponents before, but she wasn't sure if she had ever fought something this size. Of course, the larger something was, the easier it was for her to hit. As far as she was concerned, this Walpurgis creature was simply one large target. With that in mind, she sent Raging Heart a mental command and took to the air, ignoring the consequences of using magic in this strange space. With surprising swiftness, the creature took off after her.

Even flying was a calculated risk. The Witch had somehow overwritten the local space/time and had reconstructed it in her own image. There was no way to know how her magic would work in this particular reality. The worst case scenario was it failing all together. However, judging by the speed she was leaving the creature behind, that certainly was unlikely.

"Raging Heart, do you detect any civilians? Anyone who could possible be hurt if I go all out?" she asked.

"Other than Madoka Kaname, no civilians remain in the distorted space, my Master." It replied.

She smiled. "Good. Because we're going to take care of this thing, and then show that creature who's the real White Devil!"

"Yes, my Master!" her device crowed, as she spun herself around to face the incoming monstrosity, "Axel Shooter!" the device said, as she raised the staff above her head.

Bullet after bullet formed, and then shot towards the Witch. They exploded on impact, hammering the creature again and again. But after unleashing a full volley, Nanoha was disappointed to notice the creature appeared to be unfazed and undamaged. She didn't have time for further study, as it counterattacked, rushing forward with its immense bulk. Nanoha moved just in time to avoid being smashed between the creature and a high-rise, and continued to retreat. If her basic attacks weren't effective, then she'd have to use her more powerful spells. However, she wasn't sure if the Witch was going to give her time to prepare them. It was surprisingly fast for it huge size.

She continued to dodge and shoot as she tried to come up with a plan. She was certainly faster than the witch, but despite volley after volley, the creature seemed unaffected. It even seemed to shake off running into the buildings as if that were only a minor annoyance. If Fate or Hayate were here, or even just another mage, to provide a distraction, she was certain this battle would be simple. If things continued this way, attrition would eventually take its toll, and judging by the size of the creature, Nanoha was sure that she would stumble fatally first.

Trying to dodge another rush, Nanoha wasn't prepared when something caught her leg. She managed to pull free after a moment's struggle, but was clipped by the Witch, and was knocked into a nearby building. Her Barrier Jacket absorbed most of the damage, but the breath was knocked out of her. The precious few moments she took to recover from the hit caused another close call. Something flickered in and out of her vision as she just barely dodged both the Witch and whatever was trying to grab her leg.

After that charge, however, Walpurgisnacht stopped, simply spinning in place. Nanoha used the moment to catch her breath. Had the creature switched strategies? Nanoha been lead to believe that despite the creature's huge size and power, it was a rather simple creature. Instead, it had been trying to lure her into complacency to catch her with her guard down. She had to remember that this was the same creature that had tried to frighten her earlier. Now that its original tactic had failed, was it pausing to think of its next attack? Or was it waiting for her to respond with an attack of her own? Nanoha was now certain the creature was not stupid, by any means, and judging by what had just happened it had plenty of tricks in reserve.

This, however, was too good an opportunity to pass up. She charged an attack of her own, as the Midchildan sigils came to life under her feet and she instinctually firmed up her footing on the comfortingly familiar platform. Completing the charge, she quickly aimed at the creature and took a deep breath. "Divine Buster!" she shouted.

The pink blast of energy lanced out at the creature, striking it squarely in the body. She was pleased when it reared back, either in surprise or pain, but she was almost distracted enough by her success to miss the creature's own attack. A claw was halfway to her face by the time she was able to bring up Raging Heart to block. A second claw aimed for her throat missed by inches as she backpedaled desperately to get room. A third caught her squarely in the back, ripping all the way through her Barrier Jacket and taking a small gouge out of her back.

Nanoha dropped the flight spell in an attempt to lose her attackers and dropped like rock, only reactivating the spell a few feet from the ground. Trusting Raging Heart to warn her of obstacles, she began flying rapidly backwards, hoping to catch sight of the new attackers. Six things plummeted out of the sky after her, their forms nebulous, but somehow seeming to suggest something feminine. Minions of the witch, perhaps? Or other witches, coming in for a share of the spoils? Either way, she would need to take care of these as well as Walpurgisnacht. If their claws were capable of slicing through her Barrier Jacket, they were just as dangerous as the Witch, if not more so.

They swarmed in on her, claws flashing, sounding almost like they were giggling or cackling Nanoha was stretched to nearly her limits as she called on all her flying abilities in an effort to dodge the creatures. They were fast, they were agile, and they worked as a team. A team that squabbled and got in each other's way more often than not, but a team nonetheless. She was alone and was constantly on the defensive. She needed to shake things up and regain the initiative. After all, she still had the main creature to deal with. She didn't have a lot of time to waste on these things.

She began a series of high speed aerial maneuvers, again trusting Raging Heart to watch her back and warn her of obstacles as she danced through the air as close to the ground as she dared. Ideally, she needed to separate them so she could take them down individually, however, since she was outnumbered, that would be hard, if not impossible, to pull off. Her other option was to gather them all in one place, so she could deal with them all at once. It was riskier, but no more risky than the delaying tactic she was currently using.

"Raising Heart! Deploy Blaster Bits! Full independent action! Restrict the enemy!" she shouted.

Raising Heart didn't bother to reply, but Nanoha felt the device take huge gulps of her magical reserves as it manifested the semi-independent drones and then sent them against the creatures. With a full set of Blaster Bits, the battle would be five against six, much better odds for her. Of course, Nanoha would largely be on her own as her device spent most of its processing power controlling each bit. Each had a rudimentary intelligence of its own, but without Raising Heart to guide them, they tended to act in a disorganized and highly individualistic way.

Her opponents seemed to find her new strategy more entertaining than anything else. She could here their obscene giggling as the Bits chased them back and forth in an attempt to herd them together close enough so she could deal the decisive blow. Magic and claws clashed in a loud melody that Nanoha was still struggling to properly track. Her Bits had distracted four of the creatures, leaving her with the final two.

However, two opponents were much easier to deal with than six even without Raising Heart's assistance, and Nanoha felt herself relax just a hair, despite the drain on her reserves. In short order, she had bound one of the creatures, and had driven the other into a near panicked retreat. The Bits had similar success, one having successfully bound a creature, and the other three driving the others together. The Bits swarmed like piranhas once they had successfully cornered the creatures, forcefully restraining them and preventing them from escaping. It was more than enough time for Nanoha to charge up another shot, to put an end to the creatures for good.

Just as she was about to fire, she realized she felt a swelling of energy that dwarfed even her own. Realizing that she had once again allowed herself to be distracted, she whirled around to face the Witch. The very air hummed with the amount of magical energy the Witch was putting into its attack. Nanoha began to rapidly calculate how much power it would take for her to stop or even just redirect the Witch's building attack. Nothing that she had on hand came anywhere near to the amount needed. Her best bet would be to somehow pre-empt Walpurgisnacht's attack.

She dismissed the Bits in an effort to gather as much power as quickly as possible. It left her back open to the other creatures, but she wasn't sure she was going to survive long enough for them to even get to her. Raging Heart helped, doing its best to calculate where to hit to disrupt the witch's casting. Having no other choice, they aimed for the head, and in a desperate attempt to just survive, fired the spell.

She knew as they did they were too late. The air around them had nearly reached full magical saturation just from the creature's charge, and she could feel the fake reality beginning to give way around the force that was the Witch's spell. Mere seconds after Nanoha had fired, the witch's return blow lanced out at her, snuffing her own blast out as it roared by. Nanoha had only a second to think of her daughter before it reached her.

"Can you do that again?" a familiar voice asked, low and husky.

Nanoha realized that she had closed her eyes and opened them hesitantly. The already unnatural world around her now was tinged slightly grey and seemed for some odd reason to be slightly blurry.

"Am I dead?" she asked, peering carefully around her. Homura Akemi was standing behind her, one hand on her back. It was more than mildly surreal, considering that in front of her, hanging ever so ominously was the Witch's spell. If she wasn't dead, it was only by the greatest of miracles.

"Hardly. I'd like to think heaven was a bit more colourful," the girl commented. She was hard to read, but Nanoha thought that might have almost been a joke. She had only spoken to the girl once before, to record her testimony against the Incubators, but the Puella Magi hadn't struck her as having much of a sense of humour.

"You saved me, then? Why?" she asked. The last time she'd seen the girl, she'd been in the protective custody of the crew of the _Paragon_. They wouldn't have just let her go.

"You promised that you would save Madoka. I came to make sure that you kept that promise. It doesn't look like you can, though," the girl replied, casting a dismissive glance her way.

Nanoha didn't let the girl's remark bother her too much, though it did certainly wound her pride, "I will admit, I wasn't quite prepared for what I got myself into here. I take it you have a plan? You asked if I can do it again. What did you mean?"

Akemi looked away and pointed towards the witch. "You can't see it from this direction, but whatever you hit Walpurgisnacht with during your big attack tore a considerable chunk of her left side off. It didn't happen right away, but I think that your magic must have reacted with hers in some kind of way. A couple more of those and you might be able to cripple or even kill her," she was silent for enough, "It's impressive. I've only ever seen one person do as much damage to that witch. She never survived it, though."

Nanoha frowned at the girl's strange choice of words, "Of course I can cast Divine Buster again. Its one of my signature spells. It requires a bit of prep time to charge, though," She gestured towards the other creatures, "With those flitting about; I'm having a hard time keeping my head on my shoulders. They don't give me enough time to set myself properly."

Akemi nodded, "I see. I will watch your back, then. Concentrate on taking out Walpurgisnacht. I will handle her familiars."

Nanoha shook her head, "I can't let you do that. You should escape back to the _Paragon_. It is too dangerous for a young girl like you. I'll find a way of taking care of them, one way or another. I'll keep my promise to save Madoka, Homura-chan."

"Don't call me that," the girl snapped, "You don't have a choice. You can't make me leave. And while, you might be able to eventually win, I can make this battle far easier for you. I am not a fan of working with others, but even I know two people can accomplish more than just one alone."

The girl turned towards her, a challenge in her gaze. Nanoha held the girl's eyes. She was determined to save her friend, Nanoha knew. From the moment that she had approached the girl, it had been obvious that she cared a great for Kaname Madoka. Despite the girl's apparent lack of emotions, it showed in the way she spoke and the way she looked when the girl was brought up. It was touching and beautiful and certainly reminded her of her own younger days. It was also dangerous.

But it was a risk she was probably going to take.

"Watch my back then. Do you have a telepathy spell?" The girl nodded, "Activate it then. Wait for my signal. I'm going to randomize my movements after each shot to try to prevent the Witch from locking onto me. Try to keep up. If you don't, I'll likely end up dead, and you might follow soon after. And then no one will be able to save your friend." Nanoha finished as she reflexively checked her pockets for her back-up cartridges. Her reserves were a bit drained from using the Blaster Bits, but she still had a lot of fight left in her.

_When I remove my hand, you will fall outside the influence of my magic. We should move out of the path of the Witch's beam. _Akemi's telekinetic 'voice' spoke.

Nanoha nodded, memorizing the feel of the girl's thoughts. Telepathy wasn't completely secure. As the battle continued, Walpurgisnacht's strategies seemed to gradually become more complex. She didn't know if the Witch was even capable of communicating with humans, but she had been caught off guard twice now. A third time would likely be fatal.

Nanoha flew them both out of the blast radius, and with a final nod, signaled Akemi to release her. The moment the girl's hand left her back, the world exploded around her as the witch's beam streaked past her into the crowd of familiars. She heard their laughter reach a loud peak, then the wind kicked up as debris rained down around her. She paid it no mind. She was already charging her first shot.

She wasn't confident that Homura could properly watch her back, especially against multiple opponents. However, after 30 seconds, she had completed the charge and had not been bothered. Raising Heart finished the aiming calculations, and with a scream, her strike lanced out at the bloated Witch. Nanoha wasn't sure if the witch was also charging up for another attack or not, but it was best to not take chances. She streaked off to find another location where she could fire from. She didn't look back. The girl would either follow or she wouldn't. Nanoha had to trust that she would.

A few moments later, Nanoha located a suitable position behind several buildings where she could hide and charge before firing. Beginning the charge sequence again, she anxiously counted down towards zero. Around five, a claw appeared in her vision, blood dripping from its tips. Before she could react, the girl was there, and the claws glanced off the shield the girl wore on her arm. Then, to Nanoha's surprise, Akemi pulled out what appeared to some sort of machine gun, and began firing in short, professional bursts at the creature. Nanoha didn't have time for questions, however. She had reached full charge.

She fired. And fired. And fired. All the while, Akemi managed to keep the creatures at bay with her strange assortment of automatic weaponry. Nanoha wasn't sure at first, but slowly and surely, her shots appeared to be having an effect. Like Akemi had said earlier, the damage she caused would initially seem to barely scratch the creature, but after several minutes, wherever she hit would react and disintegrate violently. Nanoha had never seen that kind of reaction to her magic before. Her attacks were powerful, but she had never seen her magic cause that sort of destructive reaction in anything.

After the eighth or tenth shot, she had to pause for a breather. Divine Buster was one of her signature spells, but it was a heavy artillery style shot, used generally as a finisher or to pound static ground targets. It was not designed to be used repeatedly or rapidly. Nanoha had impressive magical reserves by the standards of anyone, but Hayate was the only mage she knew who could throw that amount of power around that quickly without breaking a sweat. Nanoha was more used to rapid spells duels, where speed and surprise were often far more effective tools than overwhelming power.

To her surprise, Homura appeared seconds later, gasping for breath and nearly trembling. Nanoha just barely managed to brush aside a thread of concern for the girl. This was a battle. That sort of worry could wait till after they had felled the Witch. "Have the familiar's withdrawn? She asked, already beginning her next charge.

Homura shrugged, taking a moment to gather her breath before replying, "Not sure. They may have pulled back. Or maybe Walpurgis is having issues maintaining them. I don't know if you've seen it, but she's taken serious damage."

"Good. Be prepared, though. The Witch- " Nanoha started to reply, but was cut off by the sight of the Witch's grotesque face rotating behind the girl. The creature had just appeared, and Nanoha was momentarily caught off guard. Homura, however, likely seeing the expression on her face, disappeared just in time to avoid the wall of force that slammed into the spot she had just occupied. Nanoha flew backwards desperately, as the creature once again tried to close with her.

The Witch closed to within a few feet of Nanoha before she was distracted by what appeared to be a rocket propelled grenade, which smashed into her face and exploded, throwing shrapnel everywhere. Pieces bounced off her Barrier Jacket, but the Witch had paused long enough that she was able to scamper around a building and out of sight. She panted quietly for a moment before streaking off again. The Witch had changed her strategy.

She had barely come to rest again when Homura appeared on the building next to her, still breathing heavily. They exchanged worried looks. "I don't know if she can teleport, or simply is highly proficient at illusions, but something that big should not be able to simply appear wherever it wants to without anyone noticing," Nanoha commented.

"Illusions would be my guess. Walpurgisnacht, well this version at least, is known as a witch associated with theatre." Akemi replied.

"Theatre?" Nanoha raised an eyebrow, "Nevermind, it doesn't matter. If the witch continues to come after us like that, sooner or later, she'll get lucky or we'll make a mistake," Nanoha thought quietly for a second, "If you had to, how long do you think you could hold her off?"

Homura's eyes went wide, "Hold her off? I didn't come prepared to fight her," Nanoha was surprised to watch the girl's arm reach under her shield and seemingly disappear. She appeared to rummage for a few moments, "My magic is not by itself dangerous. With the weapons I have on hand, three or four minutes at most. I could try to push it further, but I couldn't guarantee that I'd keep her attention. She has a fairly short attention span."

Nanoha bit her lip. Three or four minutes would be pushing it. She did have two sets of cartridges she could use to prime it, however. She'd only get one chance, though. This entire reality was made of magic of some sort, surely that would be of some assistance.

"Do your best. I've got one move that might be able to take her down. It has a long charge time, though," Nanoha requested.

Akemi raised an eyebrow, "If it fails?"

Nanoha grinned, "We'll cross that road if we get there. Think positively!"

Homura rolled her eyes, but Nanoha saw a small smile tug on her lips as she pulled another machine gun out of her shield. Then, without another word, she disappeared. That was the signal for Nanoha to begin too. She took a deep breath and accelerated straight upwards. The further above the battlefield was, the easier it would be to cleanly gather energy.

An explosion sounded behind her as she reached peak height, but she did her best to ignore it. Akemi was doing her part, now she had to do hers. "Raising Heart. Begin set-up for Starlight Breaker. We're going to prime it with two magazines."

Raising Heart glowed. "Yes, my Master! Two magazines are generally considered excessive, however. Shall we use only one, instead?" The device suggested.

Nanoha shook her head, "No, we're going to need as much power as we can get as quickly as we can get. Two magazines."

The device flashed, "Yes, my Master. Beginning set-up!"

Within seconds, the device had worked its way through the first magazine, and then the second, when she had reloaded, using the highly compressed magic as a focal point for the collection. Starlight Breaker was dependent on both the amount of residual magic in the area and the amount of the user's own magic they were willing to put into it. The more magic that was used initially, the quicker it would gather and the more powerful it could become. Nanoha had never used two magazines before, but she needed as powerful of an attack as soon as possible, else Homura's last ditch effort would go to waste.

The Midchildan spell circle flared to life below her as she braced her feet as her device began to charge her strongest attack. Almost immediately it felt like she was holding up a great weight. That was good. The cartridges had provided a good seed to attract other energy. The weight would only grow as more and more was gathered. It wasn't really a physical weight. It was more of a feeling for how much she and Raising Heart could take before breaking under the forces of energy involved. She had never had the cause to try to reach that limit, but today might mark the day when she had to.

The tell-tale streaks of light began to arc towards the slowly growing sphere of magic at the end of her staff as the charge progressed. Soon, the light would be so bright that she would have to rely on her device's sensors to see or else be blinded. Most of her concentration was spent assisting the device scour the area for energy, but what remained was used to watch the far off battle between Akemi and Walpurgisnacht.

It was a losing battle that was certain. Just as her own had been, now that she had the time and distance to think on it. Homura had some sort of ability that involved time control which allowed her to dodge and strike with near impunity. But it wasn't enough. As the girl had said, she apparently lacked any sort of magical combat ability and was thus limited to weapons that she had managed to secure from who-knows-where. And as she had said, Homura had not brought the right kind of weapons in the right amount to stop the witch.

She continued to follow the girl's battle as her staff became heavier and heavier and the light it gave off become so bright that even with her eyes closed it was like looking into a supernova. With the device's sensors engaged, she watched for the moment to strike. The longer she waited, the more powerful her attack would be, but if she waited too long, Homura would make a fatal mistake and probably die. Or the Witch would get bored and switch targets, go after Nanoha, and she would die. Either way, they were both putting their lives on the line. The timing had to be perfect.

After a few long moments, she saw it, and knew it was time. Akemi faltered just a little bit while dodging a familiar's strike. She was just a little slow, and the claw ripped through the girl's outfit. Even at this distance, with Raising Heart's sensors Nanoha could see the blood. The girl gracefully turned and emptied a pistol in the creature's face as revenge, but it was obvious the girl was getting tired. Her magic reserves had to be getting low. It was time to strike. Whatever power she had gathered would need to be enough.

"Raising Heart, begin firing sequence. Target: Walpurgisnacht. We'll go at this with maximum power, you hear me?" She instructed.

She felt the device laugh silently to itself before it replied, "Yes, my Master! Target locked! Deploying stabilizers! Firing in five!"

When the device's count reached two, Nanoha sent out a telepathic warning, that she hoped Homura was able to hear. At zero, both Nanoha and her device screamed, "Starlight Breaker!"

The blast shot towards the Witch. The recoil was immense. Nanoha's platform spell failed under the strain, and she dropped like a rock, too drained to engage a flight spell. She wasn't paying that much attention to that anyway. She was watching the resulting carnage. Homura continued to fight until the last second, and then abruptly was gone. The Witch itself seemed to sense the blast, but made no move to dodge. Her spell hit the creature with the force of a small nuclear explosion, and for a moment, the world when white as the magical energy was released.

She reengaged her flight spell before the glare faded fully and came a slow stop. When her vision finally began to returned, she was unsurprised to see the Witch floating directly in front of her. She was face to face with it, and it seemed to no longer be rotating. A quick glance revealed that much of the Witch's lower body was simply gone, including the entire gear system that had caused the Witch to spin. She returned her attention to the Witch's face, reluctantly psyching herself up for what would undoubtedly be her last stand, only to be surprised by its expression. Before it has appeared to be laughing, but now, it appeared to be crying. As she watched, tears began to run down the creature's face, each large enough to fill a small swimming pool.

Then Walpurgisnacht began to disintegrate. Pieces of it slowly fell off and away from the creature, disappearing even before they hit the ground. Homura had mentioned that the creature had reacted badly when exposed to her magic. Perhaps this was a reaction to an overexposure. Even though it had been trying to kill her mere moments ago, she couldn't help but feel sorry for it. After all, it had once been a girl just like Akemi and Kaname, if their stories were to be believed. And even like her, she supposed.

She watched the creature silently fall apart until Homura reappeared, Kaname Madoka held gently in her arms. Nanoha studied them both out of the corner of her eye for a moment. Homura had a far softer expression than she had yet seen on the girl's face. She left a small smile make its way onto her face. They were a cute pair.

"Wow! That was way more exciting than I thought it would be!" said the voice of the Incubator into her ear.

She froze. The creature had somehow managed to climb onto her shoulder without her noticing. It had absolutely no presence. Now that it spoke, she could feel its weight, but she had not noticed it until that moment. She briefly wondered how long the Incubator had actually been there. It hadn't been there the entire battle, had it?

"I guess I can let you guys win this one. I mean, Walpurgisnacht was sort of my ace in the hole, you know? I'm interested in seeing if you can really live up to your threat, though. About killing us all. I wonder if you can be that cold," its voice suddenly darkened, sending shivers down Nanoha's spine, "After all, there are millions of us. Can you murder us all, Nanoha?" Kyubey's voice returned to normal, "Well, I guess I'll be seeing you around, then, Nanoha Takamichi!"

Suddenly, her shoulder was empty. Her senses detected that something had happened, but whatever the creature had done was subtle enough that she couldn't follow it. She sighed, and let the tension drain out of her body and turned her attention back to the witch. Only the head was left now, still crying enormous tears, and even that was soon gone. When it faded, the twisted world slowly faded back towards reality, and Nanoha felt the dimensional dislocation that fed it collapse on itself.

They were standing on one of the taller buildings of Mitakihara City, Homura still holding the Kaname girl. There was no sign in the city below of the battle that had just taken place in the alternate world, Nanoha noted with relief. That meant the clean-up effort required would be minimal at best, though judging by the Incubator's taunt, this would be only the first of many operations.

She turned towards Homura, and smiled, leaning heavily on Raising Heart, "Well… Shall we head back to the _Paragon_, then? I'm sure you've caused them quite a scare by disappearing like you did."

The girl looked away, but hugged her friend a little bit closer, "They should be fine. I didn't hurt anyone when I escaped."

Nanoha threw her head back and laughed, "That wasn't quite what I was talking about, Homura-chan. But let's get you back and get the medics to check us both out. I don't know about you, but I'm exhausted!"

"I am detecting low energy levels in all three of you," Raising Heart commented, causing Nanoha to laugh again.

"Well, the next time we head out, I promise you, Raising Heart, we'll work on that a bit," Nanoha replied.

Homura threw her a startled look, which quickly became a concerned one, as the girl in her arms reacted to the sudden movement. Homura slowly rocked the girl for a few moments to settle her, and then asked her question. "What do you mean, 'Next time?'"

Nanoha smiled, "Next time, I'll bring some friends and show you how real magical girl's work together!"

* * *

Well, this was supposed to be a 3000 word short to help break writer's block, and now it's an 8500 word monstrosity. The original plan for this was 'Nanoha and Kyubey discuss magical girl philosophies, then Nanoha beats him to death.' Along the way it picked up a huge action sequence, as well as a trip to a witch's world. I'm not quite sure how that happened, either.

Anyway, Nanoha's a bit off character. If I had to narrow this down chronologically in the Nanohaverse, it's after StrikerS, so she's definitely more of an adult, but she's pretty much pissed as hell through the entire story, so I figure that's my work around there. Kyubey was also surprisingly fun to write. All of his dialogue came really easy. That probably doesn't say much about me as a person, but hey, writing hammy villains is fun!

Anyway, I hope you enjoy this short.

See ya next time!


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